Sector: Information Technology
EVOLV TECHNOLOGIES HOLDINGS INC CL · Meeting: June 18, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Neil Glat and Richard Shapiro as Class II Directors
Glat has served since 2021 and EVLV's 3-year price return of +132.3% outpaces the ^RUT (Russell 2000) benchmark by +74.0 percentage points, which does not meet the 65pp threshold needed to trigger a vote against even under the strong-positive TSR tier; no overboarding, attendance, or independence concerns were identified.
Shapiro joined the board in February 2025, which is within the 24-month new-director exemption period, so the TSR trigger does not apply; he brings relevant capital markets and public company governance experience and serves on the audit and nominating committees as an independent director.
Both Class II nominees pass all policy screens: the TSR trigger does not fire because EVLV's 3-year return of +132.3% exceeds the ^RUT (Russell 2000) benchmark by +74.0pp, just above the 65pp threshold for the strong-positive TSR tier, meaning the gap is not large enough to trigger a vote against. Shapiro is additionally exempt as a director with less than 24 months of tenure. No overboarding, attendance, independence, or familial relationship issues were identified for either nominee.
CEO
John Kedzierski
Total Comp
$7,467,859
Prior Support
98%%
The prior year say-on-pay vote received 98% shareholder support, signaling strong investor approval of the compensation structure. Pay mix is heavily performance-oriented — approximately 93% of the CEO's target compensation is at-risk or performance-based, with 50% of long-term incentives tied to stock price milestones (market-based stock units) and 50% in time-vesting stock awards, well above the 50-60% variable pay threshold required by policy. The company delivered strong financial results in 2025 (40% revenue growth, first full year of positive Adjusted EBITDA, 21% ARR growth), and the annual incentive payout of 147.5% of target was earned against pre-set, objective financial metrics, reflecting genuine pay-for-performance alignment consistent with the company's +132.3% three-year stock price return significantly outpacing the ^RUT (Russell 2000) benchmark.
Auditor
PricewaterhouseCoopers LLP
Tenure
11 yrs
Audit Fees
$2,593,278
Non-Audit Fees
$2,000
Non-audit fees of $2,000 are a tiny fraction of audit fees of $2,593,278 (well below the 50% threshold); PwC has served since 2015 (approximately 11 years, well below the 25-year tenure threshold); PwC is a Big 4 firm appropriate for a $1.3B company; and no material restatement attributable to audit failure was identified.
The 2026 Evolv Technologies annual meeting presents three standard proposals: election of two Class II directors, advisory say-on-pay vote, and auditor ratification. All three proposals receive a FOR determination — the director nominees pass TSR and governance screens, the pay program is strongly performance-linked with 98% prior-year support and results that outpaced the ^RUT (Russell 2000) benchmark, and PwC's fee structure and tenure raise no independence concerns.
1 companies disclosed in 2026 proxy filing
